GLOBAL TERMS AND CONDITIONS OF SALE
1. APPLICABILITY. These Global Terms and Conditions of Sale (“Terms”) apply to the purchase of products
and services (collectively the “Products”) by the seller (“Company”) and the buyer (“Client”), each of
which is identified in the accompanying quotation, credit application, proposal, order acknowledgement,
or invoice (the “Sales Confirmation”). This Agreement and the Sales Confirmation comprise the entire
agreement between the parties (collectively, the “Agreement”). Client accepts these Terms by signing
and returning Company’s proposal, by sending a purchase order in response to the proposal, or by
Client’s instructions to Company to ship the Product. No terms, conditions, or warranties other than those
identified in the proposal and no agreement or understanding, oral or written, in any way purporting to
modify the terms and conditions whether contained in Client's purchase order or shipping release forms,
or elsewhere, shall be binding on Company unless hereafter made in writing and signed by Company's
authorized representative. Client is hereby notified of Company’s express rejection of any terms
inconsistent with this Agreement or to any other terms proposed by Client in accepting Company’s
proposal. Neither Company's subsequent lack of objection to any terms, nor the delivery of the products
or services, shall constitute an agreement by Company to any terms.
2. CANCELLATION. Cancellation or modifications of all or part of any order are subject to Company’s
prior written consent in each instance. If cancellation or modification is allowed, Client agrees to pay to
Company all expenses incurred and damage sustained by Company on account of the cancellation or
modification, plus a reasonable profit.
3. PRICE. All stated prices are exclusive of any taxes, fees, duties, and levies, however designated or
imposed, including but not limited to value-added and withholding taxes that are levied or based upon
the amounts paid under this Agreement (collectively, “Taxes”). Any Taxes related to the Products
purchased pursuant to this Agreement are the responsibility of Client (excluding taxes based on
Company’s net income) unless Client presents an exemption certificate acceptable to Company and the
applicable taxing authorities. If possible, Company will bill Taxes as a separate item on the invoice
presented to Client. If any exemption certificate presented by Client is held to be invalid, then Client
will pay Company the amount of the Tax and any penalties and interest related thereto.
4. PAYMENT. Client agrees to pay all invoiced amounts within thirty (30) days following the issuance date
of Company’s invoice. Unpaid amounts will accrue interest at a rate equal to the lesser of one percent
(1.0%) per month and the maximum rate permitted by applicable law, from due date until paid, plus
Company’s reasonable costs of collection. Company reserves all other rights granted to a Company
under the Uniform Commercial Code (“UCC”) for Client’s failure to pay for the Products or any other
breach by Client of these Terms. In addition to all other remedies available to Company (which
Company does not waive by the exercise of any rights hereunder), Company may suspend the delivery
of any Products if Client fails to pay any amounts when due and the failure continues for fifteen (15)
days following Client’s receipt of notice thereof. Client may not withhold payment of any amounts due
and payable as a set-off of any claim or dispute with Company, regardless of whether relating to
Company’s breach, bankruptcy, or otherwise.
5. DELIVERY; SHIPPING.
(a) Company will deliver the Products in accordance with the timeline proposed herein, with such
work to commence upon receipt of Client’s purchase order. The delivery dates provided by
Company for the Products are only an estimate due to the complex nature of the proposed
work plan. If Client causes Company to delay shipment or completion of the Products, Company
will be entitled to any and all extra costs and expenses resulting from the delay. Company will
not be liable for any delays, loss, or damage in transit, and failure to deliver within the time
estimated due to a technical constraint will not be a material breach of this contract on
(b) Unless otherwise agreed in writing by the parties, Company will deliver the Products, FCA
Jupiter, FL, using Company’s standard methods for packaging and shipping same.
(c) The quantity of any installment of the Products, as recorded by Company on the dispatch from
Company’s place of business, is conclusive evidence of the quantity received by Client upon
delivery, unless Client provides conclusive evidence to the contrary. Company will not be liable
for any non-delivery of the Products to the Delivery Location, unless Client gives written notice
to Company of the non-delivery within five (5) days following the date that Client would, in the
ordinary course of business, have received the Products. Company’s liability for any non-
delivery of the Products will be limited to replacing the Products within a reasonable time or
adjusting the invoice for the Products to reflect the actual quantity delivered.
6. TITLE; RISK OF LOSS.
(a) Risk of loss or damage passes to Client passes upon delivery to the carrier. If Client fails to
accept delivery of any of the Products on the date set forth in Company’s notice that Company
has delivered the Products to the Delivery Location, or if Company is unable to deliver the
Products to the Delivery Location on the date because Client has failed to provide appropriate
instructions, documents, licenses, or authorizations, then: (i) risk of loss to the Products will pass to
Client; (ii) the Products will be deemed to have been delivered to Client; and (iii) Company, at
its option, may store the Products until Client takes possession of them, at which time Client will
be liable for all costs and expenses resulting from the failure (including but not limited to the
cost of storage and insurance).
(b) Title passes to Client upon transfer of risk of loss.
7. INSPECTION; REJECTION OF PRODUCTS.
(a) As used in this Section 7, “Nonconforming Products” means only the following: (i) the items
shipped are different from those identified in Client’s purchase order; (ii) the labels or
packaging of the items incorrectly identifies them; (iii) the Products do not meet the Client’s
incoming inspection requirements. Client will inspect the Products within ten (10) days following
receipt thereof (the “Inspection Period”). The Products will be deemed accepted at the end of
the Inspection Period unless Client notifies Company in writing of any Nonconforming Products
and furnishes Company with written evidence or other documentation reasonable required by
(b) If Client timely and properly notifies Company of any Nonconforming Products, then Company
will, in its sole discretion, (i) replace the Nonconforming Products with conforming Products or (ii)
issue a return material authorization for the Nonconforming Products and rework the Products,
at the expense of the Company. At Company’s request, Client will dispose of the
Nonconforming Products or return the Nonconforming Products to Company at Company’s
expense. Upon receipt of the Nonconforming Products, Company will promptly refund the
monies owed or ship the replacement Products to the Delivery Location at Company’s expense,
with Company retaining the risk of loss until delivery.
(c) Client acknowledges and agrees that the remedies set forth in this Section 7 are Client’s
exclusive remedies for the delivery of Nonconforming Products, and except as set forth in this
Section 7, Client has no right to return the Products to Company without Company’s written
8. LIMITED WARRANTY.
(a) Company warrants to Client that the Products will be free from defects in material and
workmanship for a period of twelve (12) months following the date of delivery to the Delivery
Location (the “Warranty Period”). Notwithstanding the foregoing, the Warranty Period for
consumable Products will in no event exceed recommended replacement intervals set forth in the
published specifications and instructions provided by Company or its suppliers or subcontractors
Instructions (“Instructions”). If, prior to the expiration of the Warranty Period, Client informs
Company in writing of any breach of this limited warranty, then Company may repair or
replace the Products that gave rise to the breach or, in Company’s sole and exclusive discretion,
refund the amounts that Client paid for the Products.
(b) The foregoing limited warranties do not apply to (i) any defect in Products not manufactured by
Company; (ii) any Products manufactured according to Client’s specifications, and (iii) any
Products supplied as a “prototype” within a development project.
(c) Company will bear the costs of transportation of the Products to Company and back to Client.
Any repair or replacement pursuant to this limited warranty will not extend the Warranty
Period. This limited warranty and remedy are expressly conditioned upon: (i) Client’s payment
of the purchase price in full, (ii) Client giving written notice of the defect, reasonably described,
to Company within the earlier of twenty (20) days of the time when Client discovers the defect
or sixty (60) days after the date of delivery, (iii) the storage, installation, operation, use, and
maintenance of the Products in compliance with the Instructions, (iv) the existence of proper
records of Client’s operation and maintenance of the Products during the Warranty Period, (v)
Client providing Company with a reasonable opportunity to examine the Products and the
aforementioned records, and (vi) the absence of any unauthorized modification or repair of the
Products, including without limitation the removal or alternation of any serial numbers or
warranty date decals.
(d) Before any test may be used to evaluate the Products, Client will: (i) provide Company with
reasonable written notification of the test, (ii) allow Company to be present during the test, and
(iii) receive Company’s consent to the conditions of the test, which consent will not be
unreasonably withheld. If a test is performed on the Products, and Company has not consented
to the conditions of the test, then this limited warranty will be void.
(e) THE REMEDIES SET FORTH IN THIS SECTION ARE CLIENT’S SOLE AND EXCLUSIVE REMEDIES
FOR ANY FAILURE OF COMPANY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS
AGREEMENT, INCLUDING ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS
SECTION. COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
OF ANY KIND, AND COMPANY DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
(a) Client will defend, indemnify, and hold harmless the Company, its successors, and assigns and
their respective directors, officers, shareholders, and employees from and against any loss,
injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty,
fine, cost, fees (including import and export customs fees), or expense (including reasonable
attorney and professional fees and costs, and the cost of enforcing any right to indemnification
hereunder and the cost of pursuing any insurance providers) (“Claims”) arising out of or
occurring in connection with the negligence or willful misconduct of Client or its employees or
agents, including but not limited to: (i) any misuse or modification of the Products by Client or its
employees or agents, (ii) any act (or failure to act) by Client or its employees or agents in
contravention of any safety procedures or instructions that Company provides to Client or its
employees or agents, or (iii) the failure to store, install, operate, or maintain the Products in
accordance with the Instructions.
(b) Company will defend, indemnify, and hold harmless Client and its subsidiaries, affiliates,
successors, and assigns and their respective directors, officers, shareholders, and employees
from and against any Claims arising out of or occurring in connection with the negligence or
willful misconduct of Company or its employees or agents.
(a) Company will defend, at its own expense, any action against Client brought by a third party to
the extent that the action is based upon a claim that the Products infringe any U.S. patents or
copyrights, or misappropriate any trade secrets, of a third party. Company will pay those costs
and damages finally awarded against Client in any the action that are specifically attributable
to the claim, or those costs and damages agreed to in a monetary settlement of the action.
(b) The foregoing obligations are conditioned on Client (i) notifying Company promptly in writing
of the action, (ii) making no admission of liability and giving Company sole control of the
defense thereof and any related settlement negotiations, and (iii) cooperating and, at
Company’s request and expense, assisting in the defense.
(c) If the Products become, or in Company’s opinion are likely to become, the subject of an
infringement claim, Company may, at its option and expense, either (i) procure for Client the
right to continue using the Products, (ii) replace or modify the Products so that they become non-
infringing, or (iii) accept return of the Products and refund Client the amounts actually paid by
Client to Company for the Products.
(d) Notwithstanding the foregoing, Company will have no obligation under this Section or otherwise
with respect to any infringement claim based upon any: (i) misuse or modification of the
Products by Client or its employees or agents, (ii) use of the Products in combination with other
materials, goods, products, or services for which the Products were not intended to be used, (iii)
failure of Client to implement any update provided by Company that would have prevented
the claim, (iv) Products that Company made to Client’s specifications or designs.
(e) THIS SECTION STATES COMPANY’S ENTIRE LIABILITY AND CLIENT’S EXCLUSIVE REMEDY FOR
INFRINGEMENT CLAIMS AND ACTIONS.
11. INTELLECTUAL PROPERTY.
(a) Any and all gene sequence IDs, constructs, production processes, test methods and know-how
developed by Company are the exclusive property of Company.
(b) Any proprietary sequences and constructs provided by Client and not included in 11a are the
exclusive property of the Client.
12. LIMITATIONS OF LIABILITY.(a) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO
ANY LOSS OF USE OR UNDER- UTILIZATION OF LABOR OR FACILITIES, LOSS OF REVENUE OR
ANTICIPATED PROFITS, LOST DATA, AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE,
EVEN IF COMPANY OR CLIENT, AS THE CASE MAY BE, HAS BEEN ADVISED OF THE
POSSIBILITY OF THE DAMAGES.
(b) EXCEPT FOR DEATH OR BODILY INJURY RESULTING FROM COMPANY’S NEGLIGENCE OR
WILLFUL MISCONDUCT, COMPANY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF, OR
RELATING TO, THE GOODS WILL BE LIMITED TO GENERAL MONEY DAMAGES IN AN
AMOUNT NOT TO EXCEED TWO (2) TIMES THE TOTAL PURCHASE PRICE FOR THE GOODS
GIVING RISE TO THE CLAIM.
13. CHANGES. Company reserves the right to alter, modify, or redesign its products without any obligation
to replace previous shipments to Client.
14. NO LICENSE. Except as provided in Section 11(b), the sale of the Products will not confer upon Client
any license, express or implied, under any patents, trademarks, trade names, or other proprietary rights
owned or controlled by Company, its subsidiaries, affiliates, or suppliers; it being specifically
understood and agreed that all the rights are reserved to Company, its subsidiaries, affiliates, or
suppliers. Without limiting the foregoing, Client will not, without Company’s prior written consent, use
any trademark or trade name of Company in connection with any the Products, other than with respect
to the resale of the Products pre-marked or packaged by or on behalf of Company.
15. NOTICES Any notice, request, delivery, approval, or consent required or permitted to be given under
this Agreement will be in writing and will be deemed to have been sufficiently given if delivered in
person, transmitted by email (receipt verified) or by express courier service (Signature required) or five
(5) days after it was sent by registered letter, return receipt requested (or its equivalent) to the party to
which it is directed at its address or facsimile number shown below or such other physical or electronic
address or as such Party will have last given by notice to the other party.
16. TERMINATION. In addition to any other remedies that Company may have, Company may terminate this
Agreement with immediate effect upon written notice to Client, if Client: (i) fails to pay any amount
when due under this Agreement and the failure continues for thirty (30) days after Client’s receipt of
written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in
whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has
commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment
for the benefit of creditors.
17. CONFIDENTIALITY. This agreement is subject to the confidentiality agreement executed by the Parties
dated February 3 rd , 2023.
18. FORCE MAJEURE. Neither party will be liable for any failures or delays caused by strikes, differences
with workers, or any causes beyond the reasonable control of such party, including but not limited to
fires, floods, accidents, action of any governmental authority, war, insurrection or riots, or shortages of
labor, energy, raw materials, production facilities, or transportation. Where delays or failures are
caused by labor difficulties, Company will not be obligated to seek or obtain any settlement that, in
Company’s sole judgment, is not in Company’s best interest.
19. COMPLIANCE. Each party will comply with all applicable laws, regulations, and ordinances, and Client
will comply with the export and import laws and regulations in effect as of the date of
shipment of the Products of any country involved in the transactions contemplated by the Agreement.
20. GOVERNING LAW; VENUE; DISPUTE RESOLUTION.
(a) The rights and obligations of the parties under this Agreement shall be governed, and shall be
interpreted, construed, and enforced, in all respects by the Law of the State of Delaware
without giving effect to any conflict of Law rule that would result in the application of the Law
of any jurisdiction other than the internal Law of the State of Delaware to the rights and duties
of the parties.
(b) If the parties are unable to resolve any dispute between them arising out of this Agreement,
either party, by written notice to the other, may have such dispute referred to the Chief
Executive Officers of the parties, for attempted resolution by good faith negotiations within
fifteen (15) days after such notice is received.
(c) If parties do not agree upon a resolution of the dispute, the parties agree that any dispute that
remains unresolved rising out of or relating to this Agreement, including the breach, termination
or validity thereof, shall be finally resolved by arbitration in accordance with the International
Institute for Conflict Prevention and Resolution (“CPR”) Rules for Administered Arbitration (the
“Administered Rules” or “Rules”) by three arbitrators, of whom each party to the dispute shall
designate one, with the third arbitrator to be designated by the two party-appointed
arbitrators. The arbitration shall be governed by the Federal Arbitration Act, 9 USC §§ 1 et
seq., and judgment upon the award rendered by the arbitrators may be entered by any court
having jurisdiction thereof. The place of the arbitration shall be New York, New York and shall
be conducted in accordance with the requirements of CPR’s Appeal Procedure. An appeal may
be taken under the CPR Arbitration Appeal Procedure from any final award of an arbitral
panel in any arbitration arising out of or related to this agreement that is conducted in
accordance with the requirements of such Appeal Procedure. Unless otherwise agreed by the
parties and the appeal tribunal, the appeal shall be conducted at the place of the original
21. SURVIVAL. In addition to any other term whose context may so require, the terms contained in Sections
1, 4, 6, 7, 8, 9, 10, 11, 15, 17, 18, 19, 20, and 21 will survive any cancellation of the purchase order.
22. MISCELLANEOUS. Client acknowledges that is has not been induced to purchase any the Products from
Company by any representation or warranty not expressly set forth in this Agreement. These Terms and
the Sales Confirmation constitute the entire agreement of the parties and supersede all existing
agreements and all other oral or written communications between them concerning its subject matter.
None of the Terms may be added to, modified, superseded, or otherwise altered, except by a written
document signed by an authorized representative of Company that specifically references these Terms
and states that it modifies them. If there is a conflict between the provisions of the Sales Confirmation
and these Terms, then the terms of the Sales Confirmation will govern. No waiver by Company of any of
the provisions of these Terms is effective unless explicitly set forth in writing that specifically references
these Terms and is signed by Company. No failure to exercise, or delay in exercising, any rights,
remedy, power, or privilege arising from these Terms operates or may be construed as a waiver
thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes
any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
The Section headings contained in these Terms are for convenience only and will not affect the
interpretation of any provision. If any provision of this Agreement is held to be prohibited or
unenforceable, the provision will be changed and interpreted to accomplish the objectives of the
provision to the greatest extent possible under applicable law and the remaining provisions will continue
in full force and effect. Client will not assign any quotation or accepted order for the Products, in whole
or in part, without Company’s prior written consent.